END USER LICENSE AGREEMENT (EULA)
1.- ACCEPTANCE OF THE TERMS OF SALE
This document is a legal agreement between you or the entity that you represent ("Customer", hereinafter also referred to as “you” or “your”) and AMPLUS Co., Ltd. (“AMPLUS”, hereinafter also referred to as “we” or “our”), hereinafter both parties will be collectively referred to as “Parties”. This document governs the use of the AI driven club tracer camera hardware system for projection mapping ("System”) and/or related software (“Software”), hereinafter collectively referred to as “Product” that you can purchase or purchased from AMPLUS. Please note that your use of our Products constitutes acceptance of the terms and conditions of the End User License Agreement (hereinafter called “Agreement”) provided below. If you do not agree with the Agreement, you must stop the usage, uninstall the Product and return the Product to AMPLUS that may eventually be subject to refund in accordance with the applicable return policy. Use of the System or Software without acceptance of this agreement is strictly prohibited.
2.- SOFTWARE LICENSES
AMPLUS provides various types of licenses for its software. Only the Software licensed by AMPLUS is a licensed software ("Licensed Software”). Your invoice will reflect the type of license you have purchased from AMPLUS, see below the scope and content of our licenses:
A) If you have purchased a Standalone Permanent License, AMPLUS grants you an irrevocable, non-exclusive, royalty free, worldwide license and right to install and use the Software, your Permanent License is not limited as to location (except as may be prevented by law), length of time, commercial or personal use, or amount of use. Your Permanent License is registered to a single computer through a variety of metrics that identify your computer. If you replace primary components on your computer, or if you wish to move your license from one computer to another computer, you must deregister your license from the current computer and reregister your license on a new computer.
B) If you have purchased a Standalone Temporary License, AMPLUS grants you a revocable, non-exclusive, worldwide (except as may be prevented by law) license and right to install and use the Software during the period stated in your Invoice. Your Temporary License may be registered to a single computer through a variety of metrics that identify your computer, depending on the type of license you have purchased. If you allow your Temporary License to expire for non-payment of renewal fees or license fees, your license will expire, and you will no longer be entitled to use the licensed products.
C) If you have purchased a third-party SDK Connection License, AMPLUS grants you a revocable, non-exclusive license as an “add-on” to allow connectivity and data interaction with such third-party system. Installation of the third-party SDK Connection License requires periodic online validation, automatically updates the existing Standalone Permanent/Temporary License to enable its connectivity and data interaction with the third-party system. The compatibility of such third-party SDK Connection License with the Software and/or System may change time to time at the sole discretion of the third-party and/or AMPLUS.
Software Development Kit (“SDK”) is a property of, under a full control by each third-party, if the said third-party and/or AMPLUS cease to support the connectivity and data interaction with the Software and the System, the third-party SDK Connection License shall then automatically be nullified or made invalid, upon such event the license is reverted to the original Standalone Permanent/Temporary License. Once the license is reverted, the connectivity and data interaction, will no longer be provided, with its effect taking immediately. Upon acceptance of this Agreement, Customer acknowledges and agrees to indemnify and hold AMPLUS and/or third-party harmless against any claim, damage, loss, liability or expense arising out of, including but not limited to, any damages incurred due to loss of such connectivity and data interaction, relating to or in connection with the manufacture, use or sale of the Product.
You may only use the Software, content, and data that came with your System or that is compatible with and authorized for use on your System, including any updates or replacement to that software, content, or data that we make available to you subject to the terms of this Section. The Software is licensed, not sold, to you solely for your use. You may not publish, copy, modify, reverse engineer, decompile, or disassemble any portion of the Software, or bypass, modify, defeat, tamper with, or circumvent any of the functions or protections of your System, unless otherwise permitted by law. The System and Software, and any services available using the System are constantly evolving, and we may update or change your System or Software, in whole or in part, without notice to you. Such updates or changes may be required for you to play new games, enjoy new features, or continue to access services. After your System or Software is updated or changed, any existing or future unauthorized modification of the hardware or software of your System, or the use of an unauthorized device in connection with your System, will render the system permanently unusable. Content obtained through the unauthorized modification of the hardware or software of your System will be removed. You agree not to use your System or Software in an unlawful manner or to access the Systems, devices, accounts, software or data of others (including AMPLUS) without their (or our) consent.
3.- RESTRICTIONS ON USE:
In addition to all other terms and conditions of this Agreement, you shall not: (i) install one copy of the Licensed Software on more than a single computer; (ii) remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies; (iii) make any copies; (iv) rent, lease, license, sublicense or distribute the Licensed Software or any portions of it on a standalone basis or as part of your application; (v) modify or enhance the Licensed Software; (vi) use the Licensed Software in a computer-based services business or publicly display visual output of the Licensed Software or use the Licensed Software for the benefit of any other person or entity; (vii) reverse engineer, decompile or disassemble the Licensed Software; or (viii) allow any third parties to access, use or support the Licensed Software.
4.- USE OF INFORMATION:
5.- OWNERSHIP AND INTELLECTUAL PROPERTY:
AMPLUS owns all rights, titles and interests in and to the Licensed Software. AMPLUS expressly reserves all rights not granted to you herein, notwithstanding the right to discontinue or not to release any Licensed Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Licensed Software. The Licensed Software is only licensed and not sold to you by AMPLUS. Neither the sale, transfer, license, nor the use of your System or Software transfers any title or ownership of any of our intellectual property rights. We reserve all rights that we have not expressly granted in this agreement.
The Licensed Software may contain software which originated with third party vendors and without limiting the general applicability of the other provisions of this Agreement, you agree that (a) the title to any third-party software incorporated in the Licensed Software shall remain with the third party which supplied the same; and (b) you will not distribute any such third-party software available with the Licensed Software, in any manner.
AMPLUS has the right to audit your Use of the Licensed Software by providing at least seven (7) calendar days prior written notice of its intention to conduct such an audit at your facilities during normal business hours.
The Licensed Software contains proprietary information of AMPLUS that are protected by the laws of Japan and you hereby agree to take all reasonable efforts to maintain the confidentiality of the Licensed Software. You agree to reasonably communicate the terms and conditions of this Agreement to those persons employed by you who come into contact with or access the Licensed Software, and to use reasonable efforts to ensure their compliance with such terms and conditions, including but not limited to, not knowingly permitting such persons to use any portion of the Licensed Software for a purpose that is not allowed under this Agreement.
Your rights under this agreement will immediately terminate if you do not comply with any term of this agreement. At the time of any termination of this agreement, you will immediately cease all use of the System or Software. Our failure to insist upon or enforce your strict compliance with this agreement will not constitute a waiver of any of our rights.
Upon termination, you shall uninstall, destroy or return to AMPLUS all copies of the Licensed Software and certify in writing that all known copies have been destroyed. All provisions relating to confidentiality, proprietary rights, non-disclosure, and limitation of liability shall survive the termination of this Agreement.
9.- LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER
In no event will AMPLUS be liable to you or any third party for any special, incidental, indirect, punitive or exemplary or consequential damages, or damages for loss of business, loss of profits, business interruption, or loss of business information arising out of the use or inability to use the program or for any claim by any other party even if AMPLUS has been advised of the possibility of such damages. AMPLUS' entire liability with respect to its obligations under this agreement or otherwise with respect to the Licensed Software shall not exceed the amount of the license fee paid by you for the Licensed Software or one hundred (100) US dollars, whichever is less.
AMPLUS does not warrant that the Licensed Software will be error-free. Except as provided herein, the Licensed Software is furnished "as is" without warranty of any kind, including the warranties of merchantability and fitness for a particular purpose and without warranty as to the performance or results you may obtain by using the Licensed Software. You are solely responsible for determining the appropriateness of using the Licensed Software and assume all risks associated with the use of it, including but not limited to the risks of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.
In case the third-party SDK Connection License is installed as an “add-on” to the existing Permanent/Temporary License, the original Warranty period remains, with its terms and conditions unchanged, while such installation complies with the terms and conditions that are applicable.
USE OF YOUR SYSTEM OR SOFTWARE IS AT YOUR SOLE RISK. AMPLUS IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SITES, SERVICES, APPLICATIONS, CONTENT, DATA, MESSAGES, OR OTHER ITEMS THAT YOU ACCESS, USE, OR SHARE VIA YOUR SYSTEM OR SOFTWARE. EXCEPT FOR ANY LIMITED WARRANTY THAT APPLIES TO YOUR SYSTEM OR SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AMPLUS OR ITS REPRESENTATIVES CREATES A WARRANTY. THE SYSTEM OR SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND AMPLUS DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SYSTEM OR SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMPLUS WILL NOT BE LIABLE TO YOU FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE SYSTEM OR SOFTWARE, EVEN IF AMPLUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF A LAW RESTRICTS OUR ABILITY TO LIMIT LIABILITY OR DISCLAIM WARRANTIES, THE LIMITATIONS LISTED ABOVE MAY NOT APPLY TO YOU. IN THAT CASE, WE LIMIT OUR LIABILITY AND DISCLAIM WARRANTIES TO THE GREATEST EXTENT PERMITTED BY LAW.
10.- DISPUTE RESOLUTION
Our consumer services department is available to address any concerns you may have regarding your System or Software. You may contact us at firstname.lastname@example.org. Most matters are quickly resolved in this manner to our customer's satisfaction. Any matter we are unable to resolve and all disputes or claims arising out of or relating to this Agreement, including its formation, enforceability, performance, or breach (each, a "Claim") shall be finally settled by binding arbitration, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all Claims. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be binding on the Parties and may be entered as a judgment in any court of competent jurisdiction. The Parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. Any such arbitration shall be conducted by the Parties in their individual capacities only and not as a class action or other representative action, and the Parties waive their right to file a class action or seek relief on a class basis.
You and AMPLUS agree to the exclusive jurisdiction of the laws of Japan.
YOU AND AMPLUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, no arbitrator shall consolidate any other person's claims with your claims, and may not otherwise preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then the entirety of this arbitration section shall be null and void. The arbitrator may not award declaratory or injunctive relief.
Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
If any part of this agreement is held to be invalid or unenforceable, that part will no longer apply to the Parties and will be replaced by an enforceable provision that most closely reflects the original intent of the Parties. All other parts of the Agreement will remain in effect unless otherwise provided in this Agreement.